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Public to Private Takeovers

Examines the key Takeover Code Rules and how they affect the strategies and tactics and structure of public to private bids

Fundamentals of Corporate Credit Analysis Training Course

A one-day course

This two-part course is a "need to know" for:
  • Corporate finance advisers, lawyers and other professionals advising on public to private takeovers wishing to understand the key Takeover Code Rules and the strategies and tactics involved in PTP transactions

This course is also a “nice to know” for:
  • Private equity and management teams who wish to understand how PTP takeover offers are played out.

  • Very knowledgeable trainer with over 20 years of corporate finance experience
  • The trainer has advised on both recommended and hostile UK public takeovers
  • Advanced course covering strategy and tactics as well as key rules
  • The course contains many PTP takeover examples and case studies

  • Examine how the Takeover Code rules govern the way a UK PTP takeover is conducted, starting when active consideration is given to the takeover and the target is approached and continuing through the negotiations to the structure and execution of the takeover
  • Look at when announcements are required to be made or may be made tactically and the contents of those announcements
  • In particular, look at the need for certain funds and the disclosure of bid financing
  • Consider the Code requirements for management incentivisation packages and the need for discussions with pension fund trustees
  • Understand the advantages and disadvantages for PTPs of the scheme of arrangement structures and their timetables
  • See how PTP target companies respond to bid approaches

Introduction

  • How the UK takeover regime operates
  • The UK takeover marketplace

The initial stages of a PTP bid

  • The approach and negotiations
    • Independent directors and advisers of target
    • Information flow and due diligence
    • Secrecy
  • Possible offer announcements
    • What triggers an announcement before and after the initial approach?
    • How to assess untoward share price movements?
    • Advisers’ responsibilities for announcements
    • Disclosure of bidder(s) and timing constraints (Put Up or Shut Up)
    • Case study: CVC/Betfair
    • Tactical use of possible offers and bear hugs
    • Timing considerations of possible offer announcements and bid
  • Consequences of withdrawals and no intention to bid statements
  • Effect of Put Up or Shut Up on negotiations
    • Work which needs to be done before approaching
    • Consortium bids
    • Case study: Inmarsat/Apax, Warburg Pincus, Canada Pension Plan, Ontario Teachers’ Pension Plan
    • Examples: Woolworth/Apax, British Vita/Texas Pacific
    • Friendly negotiations and extensions
    • Possibility of a hostile offer?
    • Example: Clarity Commerce/Enigmatic Investments
  • Target's response to approach
    • Frustrating action
    • Negotiation and opening books
    • Tactical possible offer announcements
    • Example: Severn Trent/Long River
    • Formal sale process
  • Is it worth buying target shares in advance of or during the bid
    • Advantages and disadvantages of buying share stakes
    • Example: Pizza Express/Venice Bidder
    • Risks of buying stakes
    • Restrictions on stake-buying and regulatory requirements
    • Methods of acquiring stakes
    • Examples: BAA/Goldman, AB Ports/Goldman, Alliance Boots/KKR
    • Risk of holding a large minority stake
    • Example: Dobbies/West Coast Capital
  • Irrevocable commitments
    • Example: HarbourVest/SVG
    • Attitude of shareholders
    • Hard and soft irrevocable
    • Example: Trace/Tulip
    • Non-binding letters of intent
    • Example: BCA Marketplace/TDR Capital
  • Issues with Pension Funds
    • Example: Allders/Alchemy
  • Care with statements
    • Intentions statement with regards to business, employees etc.
    • Price
    • Support for bid
    • Post-offer statements of intentions and undertakings

Key features of a PTP bid

  • Firm offer announcements
    • When firm offer announcements are required and disclosures
    • Certain funds confirmation
    • Example: Rangers/King
  • Preparing the offer document
    • Views of independent directors
    • Financial information on the bidder
    • Profit forecasts
    • Revised bids
  • Offer related agreements and arrangements which are permissible
    • Documents on website
    • Financing of the bid
  • Equality of information
  • Management incentivisation in PTPs
    • Special deals rules
    • Requirements and disclosures
    • Example: Tarsus/Charterhouse
  • What conditions and pre-conditions can be included in bids?
    • Possible offers
    • Firm offers
    • Timing implications
    • When can they be invoked?
    • Example: Moss Bros/Brigadier
  • Mandatory offer
    • Triggers and consequences
    • Whitewash requirements and uses
  • Cash or share bid?
    • Advantages/disadvantages of cash and shares
    • Stub equity
  • Timing considerations
  • Buying shares during offer
  • Concluding the offer
    • No increase/no extension statements
    • Competitive situations

Structure: Scheme or offer

  • Means of executing a takeover
  • The contractual offer and timetable
    • The new rules and timing of going unconditional
    • Compulsory acquisition of minorities
    • Issues if US shareholders are present
    • How hostile offers are played out
    • Competitive offers
  • Schemes of arrangement as a means of executing a bid
    • The rules for schemes and timetable
    • Advantages and disadvantages compared to the contractual offer
    • Case study: Countrywide/3i
    • Competitive situations
    • Case study: KCom/Universities Superannuation Scheme/Macquarie
    • Case study: Sky/Fox/Disney/Comcast

The trainer currently provides corporate finance regulatory courses on takeovers, London listings and other UK market regulation, and gives independent corporate finance advice and assistance to companies and professional firms.

He is a UK corporate finance adviser and trainer with broad experience of UK equity market regulation. Following a career in the City advising major UK and European companies, he is now presenting introductory and advanced level corporate finance training courses on takeovers, London listings and other UK market regulation, as well as providing independent corporate finance advice.

After graduating in modern languages from Downing College, Cambridge, he qualified as a chartered accountant with Price Waterhouse.

He then spent three and a half years working at a UK investment bank, S.G. Warburg & Co, advising on a wide range of corporate finance transactions, before joining Paribas in London, where he spent the next fourteen years, becoming a director and head of cross-border corporate finance. Following this, he spent two years in the London office of Mazars, where he was partner in charge of international corporate finance.

During this period in the City, he gained extensive corporate finance experience and worked with corporate clients from many countries, in particular from the UK and France: he is fluent in French and spent two years working in the head office of Paribas Paris. He has advised on a wide range of large and medium-sized UK public takeover and listing transactions, private acquisitions and disposals.

For over ten years now, he has produced and delivered many corporate finance training courses, in particular specialising in courses on the Takeover Code and takeover tactics, and stock market regulation for companies quoted in the UK, including the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules.

The public company transactions he has advised on have included deals such as the takeover bid by Lafarge SA for Blue Circle plc and the bid by Infogrames SA for Gremlin plc, the equity restructuring of Eurotunnel plc and SA, and the privatisation of British Telecom.

The trainer draws on his extensive technical knowledge and illustrates subjects with relevant examples from his own experience and other recent transactions.

He encourages interactive discussion and welcomes questions from delegates as well posing them himself in order to ensure that points have been fully understood.

This course examines the key Takeover Code rules which affect Public to Private (PTP) bids and the strategies and tactics that are used in the approach to and execution of the takeover.

  • Very comprehensive coverage

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